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AMAT > SEC Filings for AMAT > Form 8-K on 23-Jun-2014All Recent SEC Filings

Show all filings for APPLIED MATERIALS INC /DE



Submission of Matters to a Vote of Security Holders, Other Events, Fina

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 23, 2014, Applied Materials, Inc. ("Applied") held a Special Meeting of Stockholders (the "Special Meeting") in connection with its proposed business combination with Tokyo Electron Limited ("TEL"). Pursuant to a business combination agreement, dated as of September 24, 2013, as amended, by and among Applied, TEL and TEL-Applied Holdings B.V. ("HoldCo") (the "Business Combination Agreement"), Applied and TEL each agreed to combine their businesses, with HoldCo becoming the ultimate parent company (the "Business Combination").

On the record date for the Special Meeting, there were 1,217,401,400 shares of Applied common stock outstanding and entitled to vote. A quorum was present at the Special Meeting. At the Special Meeting, Applied stockholders voted on two proposals, the results of which are set forth below.

Proposal 1. Adoption of the Business Combination Agreement.

Proposal 1 was approved as follows:

For Against Abstain Broker Non-Votes 954,105,030 5,105,733 4,695,133 0

Proposal 2. Approval, on an advisory basis, of certain compensatory arrangements between Applied and its named executive officers based on or otherwise relating to the Business Combination.

Proposal 2 was approved as follows:

For Against Abstain Broker Non-Votes 690,738,496 262,509,461 10,657,939 0

In connection with the Special Meeting, Applied also solicited proxies with respect to a proposal to adjourn the Special Meeting, for certain reasons, if necessary, including to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve the proposal to adopt the Business Combination Agreement (the "Adjournment Proposal"). The Adjournment Proposal, which was unnecessary in light of the attendance at the Special Meeting and the approval of Proposal 1 as indicated above, was not submitted to Applied stockholders to be voted on at the Special Meeting.

Item 8.01. Other Events.

On June 23, 2014, Applied issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by Applied Materials, Inc. dated June 23, 2014

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